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GEA Group Aktiengesellschaft
/ Release of a capital market information
Düsseldorf, 10 August 2026 Disclosure pursuant to Art. 5 (1) (a) of Regulation (EU) No. 596/2014 and Art. 2 (1) of Commission Delegated Regulation (EU) 2016/1052 The Executive Board of GEA Group Aktiengesellschaft, Düsseldorf (“GEA“) has resolved on August 5, 2026 with the approval of the Supervisory Board to acquire own GEA shares (ISIN DE0006602006) (“GEA shares“) for a total purchase price of up to EUR 500 million not including ancillary acquisition costs via the stock exchange or via a multilateral trading system according to Section 2 (6) BörsG (German Stock Exchange Act). The Executive Board and the Supervisory Board are thus availing themselves of the authorization to buy back shares granted by the Annual General Meeting on 30 April 2025. The repurchased shares are to be cancelled without a corresponding reduction of the Company’s share capital. The buyback shall be carried out in up to two tranches. A first tranche with a purchase volume of up to EUR 250 million not including ancillary acquisition costs, but in any event not more than 12,000,000 GEA shares, shall start on 11 August 2026 and be completed in seven months at the latest, i.e. up to 10 March 2027 and not earlier than 11 January 2027. All purchases will be made in accordance with the terms set out below. This announcement relates exclusively to the first tranche of the share buyback program. GEA will provide separate information in due course regarding the implementation of any second tranche. The buyback will be carried out in accordance with Arts. 5, 14 and 15 of Regulation (EU) No. 596/2014 of 16 April 2014 in conjunction with the rules of Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 supplementing Regulation (EU) No. 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards on the conditions applicable to buyback programs and stabilization measures (“Regulation (EU) 2016/1052“), with the exception of the purpose of the acquisition according to Art. 2 (1) (a) of Regulation (EU) 2016/1052 in conjunction with Art. 5 (2) of Regulation (EU) No. 596/2014. As the shares acquired are to be cancelled without reducing the Company’s share capital, the buyback program is not being carried out for any of the purposes expressly set out in Art. 5 (2) of Regulation (EU) No 596/2014. Notwithstanding this, GEA will carry out the buyback program on a voluntary basis, in compliance with the transparency, trading and disclosure requirements of Regulation (EU) 2016/1052. The buyback will be carried out on behalf of and for the account of GEA using an independent credit institution. The credit institution will make its decisions regarding the timing of GEA share acquisitions independently of and without influence by GEA in accordance with Art. 4 (2) (b) of Regulation (EU) 2016/1052. Where acquisitions take place during closed periods within the meaning of Art.19 (11) of Regulation (EU) No 596/2014 or during periods in which GEA has deferred the disclosure of inside information in accordance with Art.17 (4) of Regulation (EU) No 596/2014, such acquisitions shall be carried out exclusively by the appointed credit institution on its own responsibility and independently of GEA. The independent credit institution is obliged to carry out the acquisition of GEA shares in keeping with the above-mentioned rules and to comply with the provisions of the Annual General Meeting authorization of 30 April 2025. According to these provisions, GEA is authorized until 29 April 2030 to acquire its own shares with a proportionate amount of the share capital attributable to these shares of up to a total of 10% of GEA’s share capital existing at the time of the resolution. If GEA shares are acquired via the stock exchange or a multilateral trading system, the purchase price per share paid by the Company may not exceed the arithmetic mean of the share price (closing auction prices of GEA shares in XETRA trading or a comparable successor system replacing the XETRA system on the Frankfurt Stock Exchange) on the three trading days preceding the respective date of acquisition by more than 10 % or fall below this price by more than 20 %, in each case not including ancillary acquisition costs. The credit institution is obliged to comply with the trading conditions of Art. 3 of Regulation (EU) 2016/1052 and the conditions of this share buyback program. In particular, GEA shares will not be purchased at a price that is higher than the price of the last independently executed trade or (should this be higher) the price of the current highest independent bid on the trading venue on which the purchase takes place. In addition, no more than 25 % of the average daily turnover of shares on the trading venue on which the purchase is made will be purchased on any single trading day. The average daily turnover of shares is calculated on the basis of the average daily trading volume during the 20 trading days preceding the respective purchase date. The Executive Board may terminate the share buyback program in compliance with legal provisions at any time. The share buyback program may, where needed and legally permitted, be suspended and, if necessary, be resumed at any time. All transactions will be disclosed in accordance with the requirements of Regulation (EU) 2016/1052, not later than at the end of the seventh trading day after the execution of such transactions in an aggregated manner. GEA will provide regular information regarding the progress of the share buyback program at www.gea.com and keep that information available to the public for at least a 5-year period from the date of public disclosure.
10.08.2026 CET/CEST The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. |
| Language: | English |
| Company: | GEA Group Aktiengesellschaft |
| Ulmenstraße 99 | |
| 40476 Düsseldorf | |
| Germany | |
| Internet: | www.gea.com |
| LEI Code: | 549300PHUU0ZZWO8EO07 |
| End of News | EQS News Service |
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2380130 10.08.2026 CET/CEST